Steps on How to Incorporate in Wyoming
When you’ve decided to incorporate in Wyoming, there are multiple steps you will need to take in order to do so. Wyoming incorporation can provide your business with tax benefits and protect you from personal liability for the business’s debts. The process is an involved one, and it is important you do not miss any of the individual steps for a successful incorporation.
Choosing the Name for Your New Corporation
You must first start by choosing the name for your corporation. The business name must include a designation that is either spelled out or abbreviated informing the public that the business is incorporated. This can include the words corporation, incorporated, limited, or company. Once a possible name has been chosen, you will need to check the business names database at the Wyoming Secretary of State’s website. If your name is too similar to another one that is already in use, you will need to choose a different one because business names must be distinguishable from one another. You can then reserve the chosen name for 120 days by filing an application for reservation of corporate name with the Secretary of State via mail and paying a $50 fee.
Filing Articles of Incorporation
After reserving your corporate name, your business will not be a legal corporation until you file an article of incorporation with the Secretary of State. The articles must include key pieces of information, including your corporate name, corporate address, and the names and addresses of each agent for service of process purposes. You will also need to include information regarding the name and address of each person who is incorporating as well as the number of shares the corporation will be allowed to issue. The service of process agent will also need to submit a form called the consent to appointment by registered agent, and the whole package must be mailed along with a $100 fee.
Choosing and Appointing the Registered Agent
The agent that you choose who will accept service of process must either be a person residing in Wyoming or a business that is already authorized to conduct business in the state. The agent’s physical street address must be included. Their role will be to accept process service in the event your corporation is sued in the state.
Corporate Records Keeping Book
All businesses are required to keep a corporate records book at their principal place of business. Your records book should include all of the important papers for your corporation, including stock certificates, certificate stubs, and minutes of shareholder and director meetings.
Drafting Corporate Bylaws
While you are not legally required to have corporate bylaws in place, it is a good idea to have them in place for your Wyoming corporation. These bylaws are documents that you do not have to file, but rather are internal ones that govern how your corporation will operate. Having bylaws can help demonstrate the legitimacy of your business to such entities as lenders, the IRS, and others.
Appointing Corporate Directors
The person or persons who signed the articles of incorporation next must appoint the corporate directors who will serve as board members until the first annual shareholders’ meeting, at which future board members will be elected. After selecting them, the incorporators must then submit an incorporator’s statement to the Wyoming Secretary of State listing the names and addresses of all of the initial corporate directors.
Scheduling and Holding the First Board Meeting
The next step in your Wyoming incorporation process is to schedule and hold the first board meeting of your new corporation. At this meeting, the corporate directors will have a number of tasks to complete, including choosing the corporate bank, issuing shares of stock, naming corporate officers, choosing a corporate seal, and adopting the corporate bylaws. Minutes of this meeting are required and must be kept in the corporate records book. If the business is an S-corporation, the directors will need to approve the designation at the initial board meeting.
Issuing Stock to Each Shareholder
The next task will be for your corporation to issue stock to every shareholder, listing their names and contact information in your corporate stock ledger. Most small businesses choose to issue paper stock certificates. Although stocks are securities and thus generally subject to regulation under federal and state securities laws, if your business is a small one, it may be exempt. You will need to check with Wyoming’s securities office to determine whether the regulations will apply to your corporation.
Adhering to the State’s Reporting Requirements
On an annual basis, your corporation will need to file its annual report with the Wyoming Secretary of State. Along with the report, you will either need to submit a tax payment of $50 or an amount equal to two-tenths of a mill for each dollar of assets owned in the state, whichever is greater. The due date for the report is each the first day of the month that is the anniversary of your corporation’s formation. If you fail to submit your report and tax within 60 days of that date, your corporation may be revoked by the state.
Complying with Regulatory Requirements and Other Taxes
There are several additional requirements with which your corporation will need to comply. You will need to apply for a federal employer identification number, or EIN, through the IRS. There is no fee to do so, and the application is available on the IRS’s website. The IRS also requires S corporations to file a Form 2553, which is an election by a small business corporation form. This form must be signed by all of the corporate shareholders and filed no later than two months and 15 days after the corporation begins its initial tax year. In addition to the state and federal tax requirements, your business may need to obtain licenses from the state or locality. The need for licenses will depend on your intended business type and its location.
If Your Business Is a Foreign One
If your business is already organized in another state, you must register with the Wyoming Secretary of State before doing business in the state. In order to do so, you will also need to appoint a registered agent for service of process in Wyoming and submit the required application form, called the foreign profit corporation application for certificate of authority, along with a $100 fee via mail. The application packet must also include your appointed registered agent’s signed consent to receive service of process on your behalf in the state. You must also submit a statement from your state of incorporation showing that your corporation is in good standing. This statement must be more than 60 days old at the time you file your application to do business within the state of Wyoming.
Get Help from an Attorney to Incorporate in Wyoming
Most businesses find it beneficial to seek the help of an attorney to incorporate in Wyoming. An attorney can help their business clients to correctly set up their corporate structure, draft the corporate bylaws, and comply with all regulatory and tax requirements. If you want to incorporate in Wyoming, contact the Sutton Law Center at (775) 824-0300 to schedule an appointment.